(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Digital Realty Trust, Inc.: |
Emerging growth company | |
Digital Realty Trust, L.P.: |
Emerging growth company |
Item 1.01. |
Entry into a Material Definitive Agreement. |
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
• | an amount equal to one hundred percent (100%) of the principal amount of the Euro Notes to be redeemed plus accrued and unpaid interest up to, but not including, the redemption date and |
• | a make-whole premium calculated in accordance with the terms of the Indenture. |
• | a default for 30 days in payment of any installment of interest under the Euro Notes; |
• | default in the payment of the principal amount or redemption price due with respect to the Euro Notes, when the same becomes due and payable; |
• | Digital Dutch Finco B.V.’s, Digital Realty Trust, Inc.’s, or the operating partnership’s failure to comply with any of their respective other agreements in the Euro Notes or the Indenture upon receipt by Digital Dutch Finco B.V., Digital Realty Trust, Inc., or the operating partnership of notice of such default from the trustee or from holders of not less than 25% in aggregate principal amount of the Euro Notes then outstanding and Digital Dutch Finco B.V.’s, Digital Realty Trust, Inc.’s, or the operating partnership’s failure to cure (or obtain a waiver of) such default within 90 days after receipt of such notice; |
• | failure to pay any indebtedness (other than non-recourse indebtedness) that is (a) of Digital Dutch Finco B.V., Digital Realty Trust, Inc., the operating partnership, any subsidiary in which the operating partnership has invested at least $125,000,000 in capital, which we refer to as a Significant Subsidiary, or any entity in which the operating partnership is the general partner, and (b) in an outstanding principal amount in excess of $125,000,000 at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness (other than non-recourse indebtedness) is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to Digital Dutch Finco B.V. from the trustee (or to Digital Dutch Finco B.V. and the trustee from holders of at least 25% in principal amount of the outstanding Euro Notes); or |
• | certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of Digital Dutch Finco B.V., Digital Realty Trust, Inc., the operating partnership or any Significant Subsidiary or any substantial part of their respective property |
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit No. |
Description | |
4.1 | Indenture, dated as of September 13, 2024, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar, including the form of the 3.875% Guaranteed Notes due 2033. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Digital Realty Trust, Inc. | ||
By: | /s/ Jeannie Lee | |
Jeannie Lee | ||
Executive Vice President, General Counsel and Secretary | ||
Digital Realty Trust, L.P. | ||
By: | Digital Realty Trust, Inc. | |
Its general partner | ||
By: | /s/ Jeannie Lee | |
Jeannie Lee | ||
Executive Vice President, General Counsel and Secretary |